The Berrisford Switch
by SecretlyBeautiful
Summary: When 494 is assigned to kill Berrisford and Rachel, he doesn't know 'Rachel' isn't who she says she is.
1. Meetings and Mysteries

A/N: Don't own DA. This is a response to cheeza's NWP challenge. I hope I did it justice!

Time period: First season, after "Pollo Loco"

* * *

"Rachel! Come out here please!" An older man's voice rang out though the house. Max didn't respond, already forgotten the new name she was to have donned. A second later, the request registered in her brain as she finished hanging up another black shirt and placing it in the now fully loaded closet. _Oh, right. Jeez, I still can't remember I'm supposed to be this 'Rachel' girl._

Max's borrowed heels clicked against the fancy marble of the corridor. As she entered the entrance hall, she froze. A gorgeous man was standing with Mr. Berrisford. He was wearing a dressy suit, but that didn't change the familiarity of his handsome features. Max took in his blonde hair, strong jaw and physique. _Oh my God. What the hell is Ben doing here? No wait. That can be him he's…_ Max still didn't want to admit the fact of Ben's death. It made it too… final. Plus, with another glance into the hazel eyes of this…guy, she saw them sparkle with amusement and, was that desire?

"Rachel, this is your new piano teacher, Simon Lehane."

* * *

_Don't even go there, Alec. No. Don't think of your missions like that. Yeah, this is just another mission. But why does she look so familiar?_

X5-494 gave his new mission one of his infamous grins. Oddly, she didn't melt like so many other girls had. She just continued staring at him, thousands of emotions flitting across her lovely features. This made him curious. The only thing he got was a soft smile in return.

"Hi. I'm Simon. Oh, right, he already…nevermind." Alec said. Why was he stammering around this girl? He was the charmer! He was trained to get the girl! Well, he better not get this one. He would have to part with her beautiful face soon anyway. He already knew this was going to be his hardest mission yet.

* * *

Max was busy trying to figure out the details of the situation in front of her. _This has to be the X5 that was sent to kill Mr. Berrisford. It's the only explanation. I mean, he was Ben's twin, for crying out loud! _But it was obvious that this one wasn't like Ben. She knew that after the grin he had given her. Yet this one didn't seem the type to stutter and he was gorgeous like so many others of her series, but he gave out a certain level of confidence that she had never seen before. Maybe she was just going crazy, but she knew that this would be a harder Eyes-Only mission. The life threats were coming even before she could really ask Berrisford anything. There was only one thing to do: distract this "Simon." _Oh, the many ways to complete that task…_

Half an hour later, 494 was out of the house and back at the apartment designated by Manticore. He had to do three things: think things over, sleep, and learn how to teach piano. This would be almost impossible for any normal person to do over night. Thank god there was absolutely nothing normal about him.

_Okay, I have a week to get rid of Berrisford—and his gorgeous- no, no, and his family. Yes, Berrisford and his close family. I'll have to…_ 494 was interrupted by a phone call. He picked it up and answered "Hello?" in a casual voice.

"494. Glad you're home. We have some business to talk to you about." An unfamiliar voice flowed from the other line. Who was calling? Manticore was the only place that knew his designation…right? He had to be cautious. But before he could say anything, the voice bellowed again, "You are assigned another mission. It is to find…"

"Who is this? Manticore never assigns two missions at once. So how do you know me? Why do you know me? What's going on?" His mouth spoke without his mind catching up.

"You're very sharp, 494, just as I had hoped. Anyway, we're not Manticore, but we used to belong there. I used to belong there. But this is not the time for all that. This phone call could be tracked, so I'll have to go now. Be here at the same time tomorrow." 494 heard the line go dead. A shutter went up his spine as he thought again about the strange call. The dial tone resumed, cueing him to put down the phone. He'd have to skip the thinking part of the schedule and just sleep.

* * *

"Umm…Rachel? Phone for you." Berrisford called down the hall of the generous home. Max had told him to call her Rachel so the both of them could get into the habit. _Great, it's probably Logan. Why didn't he just dial the beeper? Either way, I really don't want to talk to him right now. I better get up, though; I don't want Berrisford to die of boredom before that X5 comes back. Not that I'm looking forward to that.._.

Max trudged through the quaint (and very expensive) hallway to reach the phone. "Coming!" she called to her 'father.' Grabbing the phone from the new family member with a slight amount of force, Max was more than a little mad at Logan for calling her **again**. In the beginning, Max had fallen for the cyber-super hero, always trying to fight evil from the comfort of his own home. Lately, though, he had just gotten damn annoying. It all started when he didn't understand why she was upset about Ben…

"_I…I…I killed him. He's…gone." Max stuttered in-between loud, wet sobs. It took all her strength to admit it, but Ben was gone. Ben would never come back. And it was all Max's fault. _

"_Yeah, good job Max. I'm glad no one else will get killed. Oh! By the way, I got another lead on the…Max, are you okay? You look kind of sad!" Logan said cheerfully, but with a slight concern for the hysterical X5 crumpled up on the couch. _

_Max just blinked at him, speechless at his naivety, before blowing up. "KIND OF SAD? Just a LITTLE? Oh, Logan, you catch on so quickly! I mean, I just killed my **brother,** for god sakes, and I'm overjoyed! I'm CRYING! Ya know, Logan, you CAN care about things other than **hardware**. **Most** people can do it! So for once in your life, cut this 'Superman' crap and open you eyes. That's what they're there for." Max blurred out of the room, leaving only a little puddle of tears and an astonished man sitting at a computer. _

"Yeah?" Max said, just waiting for Logan to start droning on about her mission and leads to this and that.

"452? Nice to hear your voice. I have a mission for you to…" the voice came over the line cool and calm. Max was furious.

"Logan, I am doing my best to protect this friend of yours who's already receiving death threats and you want me to go on _another_ mission? No! Not this time! And I have a **name** for god sakes!" Max yelled into the poor piece of technology with fury and had to hold the phone away from her mouth. She counted to ten before coolly saying, "So, what's up?"

"452, I'm sorry to catch you at a bad time… Who's this Logan? Is he another '09 escapee?" The disoriented voice asked serenely as not to sound like this 'Logan' and upset her again.

"Okay, since when have Manticore people been so courteous? Certainly an improvement though. And no, Logan is…" What was Logan to her? Not a boyfriend. Friend certainly wasn't 100 correct, but it would do. "…A friend. Why? And who is this? Can't be Deck. So, which of his creeps are you?"

"I'm not a Manticore 'creep', or at least, not anymore. Oh, incase someone is tracking this line I better go. I'll call you tomorrow, 452. Same time, same place." The mystery man said before hanging up.

_Great. My life just gets more and more complicated.

* * *

_

A/N: Tell me if there's anything you guys think should be changed. There's a song Max writes, if that's too tacky, say so. Things like that. Thanks!


	2. Whatever is On Your Mind

Dedication: to all my lovely reviewers, especially cloudburst. You can really cheer somebody up! Thanks ***************************************************************  
  
The giddy ring of the bell signaling the owner some one was entering his shop matched the mood of the young X5. Alec was actually excited. He was going to see a beautiful girl. A gorgeous girl. Not only was she gorgeous, she was a challenge. God, this was going to be fun. This girl was different and didn't melt into a puddle at his feet. She had had him at 'hello'. When he looked back on the scene, she hadn't actually said 'hello'. She hadn't said anything. She had just given him a soft, loving smile. Well, perhaps not loving, but in his thoughts it was. Love. That was a new one. He hadn't thought love could happen so suddenly, so little time, so little words exchanged. Yet love radiated off him, ecstatic and warm. Not even the cute girl at the counter's question could break him of his trance.  
  
" Piano music. Books of piano music. Please?" adding his trademark I-turn- girls-to-Jell-O grin. Immediately, the girl grinned back and pushed her silky black hair behind her ear, not realizing the happiness glowing off him wasn't for her. She led him to a wall of books, covered with pianos and music notes. There she left him, but added, "Let me know if you want something - else." Not being his usual self, he didn't notice the seduction in her voice and lost himself in the pages of a beginner's piano book. He bought about ten books, ranging in level and length. He headed back to the apartment set up by Manticore. It had a piano, so he would have to use his speed to get to Rachel's on time. Not a problem. What was lightning speed from an evil corporation for?  
  
He played and played for hours, and thanks to his DNA, got through all ten books. He even began to write his own stuff before he picked up on the time.  
  
He reached the house exactly 27.5 seconds early. Manticore would have been proud. Alec rang the bell and mentally told his heart to slow and the butterflies in his stomach to calm down. He prepared himself for the angel to grace him with her presence. Mr. Berrisford opened the door.  
  
"Hello, Mr. Lehane. Welcome back. Please, come in. Rachel will be down in a second." He stepped out of 'Simon's' way, and called "Rachel!"  
  
"Coming!" was the reply and suddenly heels could be heard against the marble of the upstairs hall in a rhythmic pattern. Alec gasped inwardly when he saw the young girl float down the stairs. *Oh yeah, I'm DEFINATLY in love. *  
  
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Max had put hours into her appearance. She cut her hair just enough to make the waves soft and bouncy. Her chocolate eyes were lined in black on top and blended with a shimmery light brown eye shadow. Mascara was something Original had always put on her, saying things like, "Everyone gonna love you boo. No matter what team they're battin' for!" Or "Damn boo, you look hot enough to be me!" Max smiled as she thought of her friend and attempted the dangerous process alone. She picked out her blue jeans (yes, not ALL of her closet was as dark as midnight!) and an orange sleeve-less turtleneck and heels to match. She tucked a yellow flower behind her ear as her "father" called her name. Max was full ready to distract her teacher. She didn't admit it, but this was becoming a bit fun. Even more amusing was the reaction of "Simon" as she walked down the spiral staircase. She knew his face would be a mask, which is why she looked at his eyes. His eyes expressed amusement and longing. *Oh yes, this will be sooo much fun. *  
  
Max flashed him a flirtatious grin. A soft smile played on his lips as to say, 'Have a taste of your own medicine' from their meeting last week. She walked towards the man and gave a simple, "Hi, Mr. Lehane."  
  
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*Mr. Lehane? Jeez! I sound so old. This has got to change. * "No, please call me Simon. And hi, Rachel." Thankfully (and suprisingly) he didn't lose his cool or stutter. On the outside, at least. "Umm . . . let's start the lesson." Alec hoped they would lose Mr. Berrisford soon. Odd thoughts for someone who was trained to only concentrate on the mission. It was easier for Max; Alec WAS the mission. But he didn't know that.  
  
"I'll be in my office if either of you need me." Yes! Mr. Berrisford was leaving! Alone time, finally. The pair nodded and walked into the music room. Simon sat down on the bench and waited for Rachel to do the same. She had different plans.  
  
Rachel stood and leaned over one side of the piano, chin in her hand looking at Alec. "Play me something."  
  
"What?"  
  
"Play me a song."  
  
"What song?"  
  
"Make one up."  
  
"About what?"  
  
"About what ever you are thinking about right now."  
  
Alec stared at the keys. He didn't want to sing about Rachel. She was all he could think about, so he decided that if she didn't ask him to sing, he would be okay. He closed his eyes, trying to see of he could remember everything about her. He could, of course. He was from Manticore and he was trained to. He placed his fingers on the cold, hard, pearly keys the way he had learned that morning and began to let them try to describe her with music. It began soft and quiet and delicate, the way she was the first time they met. Then it transitioned to being happy and cheerful, the way he was when he thought of her. Slowly it became seductive and fun, when he thought of her on the stairs. Bouncy and strait forward like she was when she came up with this idea. And at the end, it was a mix of every emotion he knew he had. Sad was the last note, describing in every possible way how the he knew it would have to end. If he had had his eyes open, he would have seen the small tears forming in her eyes. But he kept them closed, only awakened by her voice, "Teach it to me."  
  
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AN: I hope you enjoyed this chapter. I know, I know, it was only fluff, but I loved writing it. Plot is still coming, don't fret. Please tell me if my fluff is good, bad, stupid, whatever. It would cheer me up even if you say it sucks!! Thanks for reading and to all my reviewers: You rock my socks!!!! Hee hee 


	3. Returning of Feelings

A/N: Hey y'all! Love ya reviewers! I do this for YOU! *Cough* mostly *cough *: D BTW, The song is a little thing one of my friends wrote about the story. I liked it, so in it went! Hope you like it too. ***************************************************************  
  
494 was standing outside HER house staring up at the stars and dreaming. This was quite an act for someone who was brought up not to have feelings. If he had known what one was to do, he would have wished upon the shooting star that passed above his gorgeous head. But instead, his ears picked up on a soft, sweet sound.  
  
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*Well, that didn't go so bad. * Max was still sitting at the grand piano, humming along to the notes her teacher had played so emotionally just an hour ago. There was something about the song that entranced her, how it said so many things she only wished she could say. But for once, Max felt relaxed enough to say what she felt. She let the music guide her.  
  
"I'm just your average girl but there's nothing average about me.  
  
This ain't an average life but no one else can see.  
  
I'm supposed to hide what I feel  
  
Just have some training and sex appeal Ooooh  
  
So I escaped all of that misery  
  
Now everything is lookin up for me  
  
Had all I ever dreamed  
  
The whole wide world was at my feet  
  
So I put on my fancy clothes and smile  
  
I know that this might take a while  
  
But boy I'm willing to wait for you  
  
Cuz I got special job to do  
  
Boy you drive me crazy don't you know  
  
You got me feeling oh so very low  
  
You're just like me but you don't realize  
  
I see the real you though their lies  
  
Yet I know it will have to end someday, someday  
  
Everything does no matter what you say  
  
I know we will meet again in some other way  
  
Just gotta live in the moment every second every day."  
  
All of a sudden, the phone rang in the house, disturbing Max's daydream. She warily got up and answered the offending machine.  
  
"Yeah?"  
  
"452? We'll have to make this quick. As I've said before, there's an imperative mission for you to complete. Soon you will need--"  
  
"Oh, it's you. Look, I don't take orders from people I don't know. I only take orders from--"  
  
"X5-599, we have already been informed of your status. If you will just listen, I will tell you why it is so--"  
  
"No! Not until I know who the hell I'm talking to!"  
  
"It's too late now, this line can be tapped. Later, yes. Tomorrow."  
  
The line went dead. *ARG!!!!!!!!!!*  
  
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A slight vibration awoke 494 from his stupor. *Oh, right, cell phone. *  
  
"Yeah?"  
  
"Here we go again . . . 494?" the mysterious man seemed rather annoyed.  
  
"No, you've reached the Lehane residence. Of course it's me. Now what do you want? To tell me who you are or just get on my nerves?"  
  
"Like I have previously mentioned, you have a mission we have assigned you. You are the only one who can complete this particular task. It is in your DNA. Now, the whole concept is complicated. But the general idea is--"  
  
"I don't get how you've reached this number, but WHY DO YOU KNOW ME? WHO ARE YOU? And what do you know about MY DNA?" His sexy voice bellowed and took on a deep serious tone, but the curiosity in it was still apparent.  
  
"I know everything about you, which is why I am giving you this mission. As to who I am, that is undisclosed information that you will receive when the right opportunity shows itself. Unfortunately, *AGAIN* we have run out of time. Same time same--"  
  
"Place. I know, I know."  
  
Silence met the X5's ears and he hung up the phone. By this time, he was almost to his apartment. He sighed as he opened the door. His day had been perfect up until that last minute or two. *I am SO not going to let a creepy guy ruin my day! * But he couldn't think anything else as he saw his apartment except . . . .  
  
"WHAT THE HECK??????????????"  
  
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A/N: Mwa ha ha ha ha I know I'm evil. Ya know, plot is HARD. Anyway, what do you think is up with Alec's apartment? Guess and give me even more ideas. Yes, I have brought the creepy caller back into the story. OH!!! To clarify one thing that will come up in a later chapter *maybe the next * Alec is not named "Alec" yet. I may just call him that because it's less confusing. REVIEW!!!!  
  
And THANK YOU to all my faithful reviewers!! (such as ting and cloudburst) You are awesome and you always make my day! Please keep it up! 


	4. More Than You Should

A/N: Hey again! I felt like the previous chapter was kinda boring and not up to standard, so I have updated! I hope you like! (Crossing fingers) LET ME KNOW WHAT YOU LIKE!  
  
*************************************************************** Previous chapter:  
  
*I am SO not going to let a creepy guy ruin my day! * But he couldn't think anything else as he saw his apartment except . . . .  
  
"WHAT THE HECK??????????????"  
  
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Alec looked around the apartment, completely astonished. He couldn't comprehend what he saw. He turned on the light, although not needed, to get a better idea of what he was seeing. But no matter what he did, the terrifying image resounded in his mind and covered his walls. Hundreds, no, thousands of pictures of "Rachel" coated every inch of his apartment with the words 'Will you answer my questions when I call you now?' or 'This mission is IMPERITIVE' under it. The red, jagged script reminded him of blood. He had no idea what to do but to wait for the freaky stalker to follow up this creepy act.  
  
*How dare he blackmail me with these pictures of my gorgeous, NO! BAD SOLDIER! Of my mission? UGH! I'm going to be sent to Psy-Ops if I don't stop this! Great, now I have to peel all these pictures off. At least they have a gorgeous face on them. But why does that creep want MY Rachel. NO!!! Berrisford's Rachel. His, not mine. Yeah, keep telling yourself that, soldier. *  
  
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For the first time in days, the phone actually was Logan. "Max, how's the mission?"  
  
"Umm . . . . It's kind of boring here. Nothing's really happened yet." *Well, it's almost true. The X5 hadn't put any moves on me! Err . . . moves on Berrisford. Yeah, that's it, Berrisford. *  
  
"Really? That's good, I suppose. Maybe you'll be able to come back sooner than we thought."  
  
"Ya know, that's probably not a good idea. I haven't talked to Berrisford yet, and I don't know the whole scoop." *Why am I making up excuses to stay here? I miss OC! I should be dying to leave! *  
  
"Okay, well maybe would could go on a date when you get back?"  
  
"NO!!! I mean, I don't think you're quite my type. Plus I might get in the way of your world-saving."  
  
"But Max, I love my ego! I mean . . . you! I love you . . .err . . .amigo?" Max simply rolled her eyes. *Amigo my ass!! *  
  
"Sure. Logan, if you are drunk again, I swear I am going to kick your ass back to the pre-pulse so you can pick up that shitty wine of yours."  
  
FLASHBACK:  
  
Her beeper rang. She ignored it; she was attempting to have a good time. It rang again. And again. And again and again and again. Finally, she picks up the nearest phone.  
  
"What do you want Logan?"  
  
"Max? Whoa! It's you!"  
  
"You beeped me a thousand times! Duh it's me! Now what do you want?"  
  
"I was just calling to say, Max, you're a real hottie."  
  
"EXCUSE ME???? WHAT WAS THAT???"  
  
In a very odd accent: "Hey look! A voice is coming out of the wine bottle! Max, are you in there? Hello? Helloooo?" *Oh. My. God. I can't believe it took me until he started using weird voices to pick up on the fact that he's drunk. That's sad. *  
  
"Hold on, I'm coming. Just don't EVER call me a hottie again!!" She slammed down the receiver as if she was slapping his face. Damn, that felt good.  
  
END FLASHBACK  
  
"I'm not drunk! Just not . . ." He clears his throat. "Totally sober man!" *Here we go with the accents again! *  
  
"Please talk to umm . . . Berry's cord. No, wait, it's . . . ummm . . .ferry board? OH! Oh! I know it! It's . . .err . . ."  
  
"Berrisford."  
  
"Yeah, him. My informant . . . hee hee, isn't that a dope word!" *Giggling and uses of ancient slang: not a good sign. * "Okie dokie, well he said that you should be in school at seventeen. Like you're pretending. Go to err . . . Albert Iron-mine . . . it's a name of a dead dude. Good luck! Bye sweetie," *Yuck. *  
  
"Add to mental checklist: High school and talk to Berrisford. Got it."  
  
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Hands in his pockets, 494 stood in the piano room waiting. His jacket already discarded and his tie loosened, he wasn't sure what could take her so long. Anger wasn't one of his emotions, but *I'm . . . worried? Odd. I'm a soldier, not a hormonal adolescent. Man, this is awkward. I'm not Simon. I wish I could tell her, let her know everything, but she'd run. * Subconsciously, the X had sat down on the familiar piano bench. Closing his eyes, he drifted off into a world that he would never truly know, humming the tune and thinking the words while visualizing Rachel singing. Being so into this new state of bliss, his guard down, the gentle footsteps that approached went unnoticed.  
  
"Sorry about that." 'Simon's' eyes snapped open to reveal his dream girl, fiddling with a silver necklace.  
  
"It's alright. I don't mind waiting for you." *Crap! It slipped! * But the panic was abolished by the appearance of that warm smile . . .that was becoming a smirk.  
  
"I would say more than that! You MAKE yourself wait by coming early every time. If you're not careful, people might start to think some suspicious activities were happening. Perhaps some would come to the conclusion you actually like me."  
  
"Of course I like you. Why wouldn't I?"  
  
"I mean" she took a pause for her tongue to dart out and lick her lips. When 494 looked in her eyes he thought he saw nervousness, but only a flash as his own would do with emotions. "More than you should."  
  
His eyes wandered around, searching for threats. Well, that's what his conscience said. He was nervous, too. Should he admit to this? Or should he escape and evade? Oh for God's sake, this was a girl. A mission. He was supposed to become familiar with them, so this should help. If he could get close to her *mentally AND physically * that would CERTAINLY be doing his job. His eyes wandered back to the figure standing in front of him. As he looked into her eyes, he saw an intensity that she wasn't hiding. *God, she's beautiful. She's so alive, happy, and WHAT AM I DOING? SHE'S WAITING FOR AN ANSWER, YOU IDIOT!! *  
  
"Wouldn't they do that anyways?"  
  
Her huge grin was the answer he got from her before leaning in and blowing all possible thoughts away in a kiss.  
  
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Max didn't want to open her eyes as the warmth and security of Simon slowly slipped from her grasp. Her mind had to remind her to breathe. *I'm seventeen! Shouldn't I be giggling like a schoolgirl? Speaking of schoolgirl . . . *  
  
"Hey, Simon, do you want to come to my prom with me? I mean, I know guys are usually supposed to ask girls but . . . I was just thinking."  
  
"I guess this means you like me more than you should, too."  
  
Max rolled her eyes. " You are such a smart-alec! Alec, that's what I going to call you now. You never seemed much like a Simon, anyways."  
  
"I have a nickname now? Hmm. . . Alec . . .I like it."  
  
"You better. My next choice was Dick."  
  
"Hey!" Alec came after her and captured her in his arms. At first Max resisted the trap, but then she relaxed and lifted her eyebrow. "Does this mean you'll go with me?"  
  
Leaning in again, Alec whispered "Definitely," before capturing her lips in his.  
  
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A/N: HOW was the kiss??? It was the first time I've written an actual kiss. To tell the truth, I don't know what to think about it, so let me know!!! Please? Thanks and much love to Ariana, Alyssa, Katie (I'm using your real names, but you know who you are!!) and cloudburst. You guys are AWESOME and I love you for reviewing faithfully! MWA! ;) 


	5. Glad to Hear It

A/N: Here's another chapter for your reading pleasure!! ***************************************************************  
  
"So, I've been admitted to the local high school! Umm . . .daddy?"  
  
"Rachel, I'm truly proud of you. Thank you so much for protecting me."  
  
"All in a days work. I'm liking the locket. I'm glad you lent it to me."  
  
"Do you want to go over it one more time?"  
  
"Okay, my mother died when I was ten. I am seventeen years old and love the piano. I. . ."  
  
"Sir. You have a package from a Jam Pony messenger."  
  
Berrisford sighed. Lately he and Max had begun to become like true family. They had practiced for the job, but it almost came naturally. Max had never had a true father and Mr. Berrisford missed his little girl. The actual Rachel had been under protective custody for a year-when Berrisford started poking his nose in places Manticore didn't want. "Sorry, to interrupt. Rachel, I'll be back in a second."  
  
"No, no, you need to rest. I'll get the package." Max got up and walked over to the door. She was curious to see who was delivering and could maybe have a short reunion. As she rounded the corner to the large wooden doors, she was excited to see the holder of the package.  
  
"OC! What are you doing here?"  
  
"Ya boy . . ."  
  
"Logan is not my boy. Oh! I gotta tell ya what happened. He called me and he was . . ." One of Berrisford's employees was looking at Max funny. Max decided now was not the best time for girl talk. "He was drunk. Anyways, I'll talk to ya later. Here's the signature."  
  
"Girl, how long you have to be this Rachel for?"  
  
"I don't know Cindy. Thanks for helping me with the dress."  
  
"No problem, boo." Max had previously discussed the school situation with Original Cindy. Since it was winter break, Max didn't have to go quite yet, but the prom was approaching. And she had a date. Max hadn't really told Cindy about Alec yet, but the fact that she had her eye on someone was known. As Cindy left the mansion, Max wandered back to Mr. Berrisford. There were still a few questions to ask him.  
  
"Umm . . . why did you think your life was in danger?"  
  
"Well, this place called Manticore, they had a run in with Rachel. They knocked her out so she didn't remember anything. My doorbell rang and there she was, lying unconscious with a note next to her. When I get down beside her and tried to will her awake, I kissed her. All of a sudden, I felt very sick. It was odd, because anyone else could touch her. I think they implanted her with some virus targeted to my DNA. I can't go too near my own daughter for fear that she'd kill me. The only place I could think of that could do such a crazy and advanced thing is Manticore. So I called your friend Eyes Only. All I really know about you is that you've been well trained." Max sighed. She wished she could tell him about her training. But just then all she could think about was the . . . retrovirus? *I would hate not to be able to touch someone I care so much about. It would be like not being able to touch Cindy. Or Alec. *  
  
"Mr. Berrisford, Simon LeHane is here."  
  
"Good. Now off to your lesson." Max gave her 'father' a hug and rushed off. Then to his butler, he said, "Send Simon in here. I would like to talk to him."  
  
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"Mr. Berrisford?" Alec looked through his glasses at the older man requesting for him.  
  
"Sit down, son."  
  
"I'd like to talk to you about my daughter."  
  
"Yes sir?"  
  
"She is very . . . excited about her prom. You see son, she just transferred to a new school and will be feeling a bit new to the whole idea. Take care of her."  
  
"Yes sir." Alec turned to leave.  
  
"Oh, and Simon?"  
  
"Yes sir?"  
  
"Rachel, and I, would like to ask you for your company at dinner."  
  
"Thank you sir."  
  
"Now you kids go have fun, or do whatever you do."  
  
Alec grinned a huge grin, "Yes sir!"  
  
As Alec walked up the elegant staircase, he noticed a room. He tried to avoid the music room for a bit as he snuck over to the office. He spotted the computer. That would defiantly come in handy. Alec made a mental note to *Inform Manticore to get some disks to copy off the Pentium 14 processor with 280GB hard drive * He guessed the status of the computer for a distance with complete accuracy. But for now, he had to go teach Rachel.  
  
***************************************************************  
  
Max stood looking through the bay window of the huge house. The sun's rays shining back at her highlighted the waves of her hair. Max was the happiest she had been in months-no, years. Meeting Ben again had come awful close, but she didn't want to shame him or anything, so she avoided saying this out loud. Right behind her, staring at the Kodak moment was the reason for all this happiness. Him and the man downstairs, her 'father.' She knew he was there, but Max was testing herself. She was trying to see how long A) she could wait to see him and B) how long he could wait. But the waiting was killing her.  
  
"Hey you," Alec drawled, leaning against the doorway in a leisurely fashion. *God, it took all my strength not to turn around. *  
  
"Hey yourself," Max returned, smiling.  
  
"Want to get started?"  
  
"No," Max practically giggled.  
  
"Me neither," Alec dove in for a quick but passionate kiss, 'but we really should.'  
  
Max pouted and Alec couldn't help but laugh. "Fine. Besides, we have all of tonight not to get started. You can come right?"  
  
"Definitely," Alec was amazed at how just one word could change her worry into a full on grin. It made him happy to see he had such an effect on her, just like she was having on him. If this was 'love,' he was all for it.  
  
"What?" her soft questioning whisper drew him out of his reverie.  
  
"Nothing, it's just that you are so beautiful." Max had heard it many times, but the saying had never really had any meaning. It was all mindless complements to take her home. This time though, it was different. She tried to hide her blushing cheeks and push the fact she was only his job to the back of her mind. Each mind-blowing kiss convinced her more and more that maybe it wasn't him trying to kill her. Each adorable smile made her think that perhaps he was beginning to change his mission. Each laugh they shared put in a bit of hope that maybe his resemblance to her brother was purely a coincidence. *I'm not just his job. *Max demanded her mind to believe. He was becoming more than a job to her. She couldn't stop the unconscious grin that slid into place when she thought of the upcoming prom.  
  
"We should get started." They said simultaneously.  
  
Neither could concentrate. Both were thinking of tonight's dinner, the prom, the whole crazy deal they had going. One was a girl undercover that had fallen in love and found a family and the other, a solider doing his job but veering off the other direction and into a road of emotions.  
  
Yet, each had their own problems. 494 was busy concocting ways to avoid hurting Rachel while still obeying orders. She wasn't a danger to Manticore. Was she? She would simply have to find out and report back. Maybe he could convince Deck and his cronies that she didn't need to *eliminated-no, touched. Touched. Yeah. * With part of his problems thought through, Alec began to tune into the music. He noticed that Rachel had a talent for perfecting the music itself, but putting all the emotion she had into it. He could hear the pain and suffering in every minor chord. A quiet laugh could barely be heard as her fingers gracefully danced over the short staccatos. Questions were presented in each sharp and answers were avoided in every flat. They both had the same questions, and they were avoiding the answers. *But the more time I spend with you, the less the answers seem important. *  
  
***************************************************************  
  
They ran down the steps and away from the smoky dining room. Max had borrowed one of Rachel's dresses and Alec was dressed as usual, looking hot in a suit. Both, pretending to be human, panted a bit after the run around the mansion.  
  
"That's better." Max said. She was sick of smoke, it was something she was immune to, but it still disgusted her.  
  
"We should be getting back there." Max looked at her companion questioningly.  
  
"You're a funny one."  
  
"Why's that?"  
  
"Most boys would rather be alone with a girl than sit in a smoke-filled room talking about genetics."  
  
"Well, I'm not most boys."  
  
"Glad to hear it," *more than you know . . .*  
  
***************************************************************  
  
A/N: Okay, I wanted to end in on this note. I really adore the Alec/Rachel scene in Berrisford Agenda and I really wanted to add it in. Please give me all your comments. I really wish I had someone special to dedicate this to, but I don't. I WOULD like to thank cloudburst and all my kick ass reviewers though!!! Thank you all!!! 


	6. A Glorious Sight

AN Just to clear something up, the time line is up to Episode 6 then jump to Out, skipping everything else until Pollo Loco. The kisses with Logan (eww) never happened.  
  
AN An extra long chapter for the wait! Thanks for putting up with me! Also, let me know if you want to be a beta for me. I really need one.  
  
***************************************************************  
  
"You look lovely." Max jumped slightly at intruder's voice. When she recognized the stranger, she smiled warmly.  
  
"You helped me pick it out." She said humbly.  
  
"I never thought my boo would be into this kind of thing."  
  
"Well, OC, I missed my chance last time around. Plus I always hear so much about these damn things I figured I shouldn't pass it up."  
  
"You betta send OC a copy of your prom picture! A girl's gotta know if her boo's squeeze is a looker." Max grinned wildly.  
  
"Trust me, you'll be thinking about switching teams."  
  
"OC isn't too sure. She hooked up with a fine suga a few days ago. Name's Kim, but she's no ordinary thang." Max smiled. She missed all this girl talk and gossip. She'd have to go in half an hour, but she tried to indulge while she could.  
  
"How's Sketchy, Herbal, the rest of the gang?"  
  
"They all good. Everybody misses my girl, though. Sit down, boo. Your hair needs a makeover."  
  
"OC, I only have half an hour!"  
  
"No worries, your girl is a professional!"  
  
***************************************************************  
  
"Simon LeHane" the gate swung open to let the long black limo enter. It drove over to the door and a handsome young man exited. As he stepped inside, Alec was met with an excited Mr. Berrisford.  
  
"Come in, son. Sit down. Rachel isn't quite ready yet." The man was disappointed, but he said it with a smile.  
  
"Are you okay sir?"  
  
Mr. Berrisford only smiled at the question. "It's just that I'm excited, seeing my little girl grow up and all. She's made new friends so quickly. The only thing is I might have to send her to her grandmother's house for a while. Get away from some...enemies of mine. I haven't told her yet. It will be yet another move just too soon. I'd appreciate it if you didn't tell her yet, either."  
  
"Yes sir."  
  
"You'll take good care of her right?"  
  
"Yes sir!"  
  
Nothing else was said between them. A faint click of heels against marble disrupted the one-sided conversation. Both men looked up to witness a goddess floating down the magnificent curved stairs. Her hair was pinned up with two curls free, giving her a sophisticated yet girly look. Her dress was a red strapless velvety dress that showed off her figure and complemented her olive skin. Her smile glowed, giving off a radiance that was unstoppable. Her hair bounced, her dress swayed and her smile grew with each step closer to her prince charming. Alec could do nothing but stare.  
  
"Wow," was all Alec could get out.  
  
"You don't look too bad yourself." Max said with a smug, but 100% genuine grin.  
  
Neither noticed Mr. Berrisford slip away from the couple. He knew that this should be perfect for his girl. She deserved it more than anyone.  
  
"Shall we?" Alec held his arm out to take hers.  
  
"Yes, Alec, we shall." Max smiled. She could feel the tears well up in her eyes. It was like a fantasy world she was living in. She never wanted it to end.  
  
They both waltzed out the grand doors of the huge house and stepped into the gorgeous limo. Nothing like cash to make a dream come true. Money and a handsome man who loves you can do anything.  
  
*******************  
  
The limo, which was hard to come by these days, came to an abrupt stop before a large high school. The couple hopped out and walked up to the doors. Alec was being the perfect gentleman. He, too, was finally getting something he deserved. A night out with a perfect, beautiful girl to a school dance was something normal guys did. Well, normal guys couldn't get Max, but it was as close to normality as both of them would get. Better, even.  
  
All eyes were on the two as the ventured into the gym. The huge room was decorated with fake snow and colored lights. It was loud and showy, but no one cared. A billion whispers broke the silence of the shocked room. Both of the transgenics heard things like, "Get a load of him!" and "I want some of that!" Even a few gasps emanated from the crowd. Both of the new arrivals couldn't help but chuckle at this. The music started up again and no one dared approach the X5s.  
  
"Want to dance?" Alec asked casually. He was extremely nervous. He had never been taught how to behave at proms! Fancy Occasion 101 would have to do.  
  
A warm smile lit up Max's features again. She replied only by tugging him onto the dance floor and moving her hips to the beat. They were oblivious to the excessive attention they were receiving; the two danced so in tune with each other, it seemed choreographed. All that was really happening was their instincts kicked in, engulfing them in each other's movements and responding instantaneously.  
  
The couple soon got tired, or so they said, and wandered out into the hall. A glorious sight froze them both. Little white snowflakes glided down from the sky. Silence sustained the moment and each of them wished it would last forever.  
  
"You know, I always wanted to spin around and catch snowflakes on my tongue like in the movies. The way I was brought up kind of didn't allow it." Max broke the spell.  
  
"Yeah, I know what you mean. It sounds like fun." They sighed, not knowing where to go from here.  
  
"So why don't we?" Max inquired mischievously. Alec looked at her skeptically.  
  
"Because they don't want us wandering around outside." He would have given anything to break the rules, but Manticore had trained him a bit too well. He was imagining the chaperones as guards at the fences, just daring him to break free of their wrath. He already knew they would win.  
  
"So what? Why do we have to listen to chaperones? What harm could it cause?" Max whined. *I could just take them out.... * Her nature was rebellious, along with her spirit. Alec knew he would give in. The only thing that could break him was that look on her face. If she snapped her fingers, he would be at her side.  
  
"I don't know." Alec said sheepishly. He didn't want his resolve to waver, so he tried to hold out as long as possible.  
  
"Let's do it!"  
  
"Do what?" An adult glared down at them. The obnoxious tone of her voice irritated their sensitive ears. They wanted to seem like normal, rational teenagers, so they backed off.  
  
"Nothing. Not a thing, Ms. Griffith." Max rolled her eyes. She hated her English teacher.  
  
"Fine. But I'm watching you." She wandered away, fixing her glasses in a superior fashion, trying to emphasize her final comment.  
  
Alec leaned over to whisper into Max's ear, "Rachel, I will spin around and catch snowflakes the next chance I get, okay?"  
  
"You promise?" Hope gleamed in her eyes.  
  
"For you, yes." A grin split on both their faces. Alec knew he would keep his promise; he would never deny her anything. Max leaned in and gave him a quick kiss before motioning that they should go back inside. Alec pouted, but followed anyways. He ignored the vibration of his cell phone. He didn't want to talk to a creepy guy now. His fantasy had just started. 


	7. Just Admit It

*****************************************  
  
Max gently shut the door behind her before sighing and laying back against it. It was like the ending to a beautiful first date in movies and such, but Max knew nothing of the sort and most likely never would. She was basking in the evening's memories and never wanted to return from her own personal paradise. Even the goodnight kiss was from a place beyond. They had kissed before, and she prayed they would again, but this was like heaven on earth. Looking back on it, Max could feel his gentle touch as their lips danced, fitting as perfectly as their bodies on the dance floor. When put together, magic happened and fire flowed between them like water. It was unlike anything describable. There was only one problem – Max hadn't been trained for this. The huge volumes of information memorized and stored in her mind stopped at this subject. *I guess I'll have to investigate on my own . . . . *  
  
*****************************************  
  
Alec was now lying in the back of the limo, reminiscing. The evening had been practically perfect. The only thing that ruined his mood was knowing they would probably never have any other nights as perfect as this one. They would have no more parties or fancy dinners or chaperones trying to deter them from making trouble. There would be no more dances where they fit together like a key in a lock. Alec could tell, by using his intuition and simply knowing Manticore's patterns, that their piano lessons would be ending soon. * I promise I will save her. I will spend as much time with her as I can before she has to leave the country. Yeah, that's what will happen. Maybe I can go away with her, run from Manticore and go AWOL like the '09ers. Maybe she'll understand....... * He stopped himself there. There was no way possible that she would understand. She couldn't understand; she'd have to be there. Alec thanked God that she wasn't there, trapped in hell with him. At least she could be saved. No, she would be saved. What kind of soldier would he be if he couldn't get one girl to safety?  
  
As soon as Alec paid the limo driver and got to his apartment, he immediately started planning Rachel's escape.  
  
*****************************************  
  
Max stared at herself in the mirror. She loved – no, hated – when he came for her lessons. He was so perfect – for her and in general – but every time she saw him, she had to hide her true self from him. And so did he. She knew this whole thing wasn't right; it wouldn't and couldn't work out. If she told him she knew about him and was one herself, he might turn her in or... *No, he wouldn't do that. He's so unlike the unemotional 'always- have-a-plan' soldier he's trained to be. Plus, maybe – MAYBE- he cares enough about me not to bring me back there. Yeah, maybe. * Eventually he would have to go back – but he couldn't do that with out completing his mission. She had stayed long enough for that to be drilled thoroughly into her mind. She knew she had to, but Max couldn't bring herself to get Berrisford out of there. She didn't know if she could fight someone with ten years training on her. Plus, even if she could, she couldn't hurt that gorgeous, sweet, loving man she fell in love with.  
  
It was like destiny had played a cruel trick on them – or her at least- showing her love and then forcing it to not work out. There was only one option to continue seeing him; keep up the routine and pray he would, too.  
  
Max sighed as she continued to prepare herself to see him again.  
  
*****************************************  
  
Alec knew this was his chance – she was still in the bathroom, doing her make up or whatever women do for hours. She didn't need any make up, though; she was beautiful without the stuff. Alec quickly stopped himself. He could go on and on for hours in a stupor just thinking of her.  
  
Quietly and swiftly, he maneuvered himself, unnoticed, into Mr. Berrisford's office, which he had assessed on a previous visit. He took out a disk from his briefcase and inserted it in the computer's drive. He raced to copy all of the files on the hard drive before anyone came in.  
  
It was too late. He heard soft footsteps inching towards the door to the office. "Alec?"  
  
*****************************************  
  
Max, finally having the nerve to remove herself from the elegant and convenient hiding place, went in search of her teacher. He wasn't in the music room. That was odd. He would always wait there for her. *Unless he's late... No. He's never late. Why would he be late? He's not trying to avoid me, is he? * Her mind went into overdrive thinking of possibilities to cause his absence. *Is he not coming at all? Maybe he's devising a plan to take out Mr. Berrisford. NO! He's NOT one of them, remember? He's not. * She was less than convinced. Counting to ten to calm herself, she began to analyze her surroundings to find any clues to his whereabouts.  
  
*Why didn't I see his coat before? * Max must have been lazy; his jacket was lying on a chair near the piano. Apparently, he was in the building. She moved down the corridor, checking each room for signs of life.  
  
Then a realization hit her. His briefcase wasn't with his coat. She mentally smacked herself for overlooking that detail. She meandered over to the office, trying not to bring attention to herself while still attempting to look like a non-genetically-engineered-killing-machine. It was proving to be a bit difficult.  
  
"Alec?" Max called. Sneaking up on an X5 was not the way to go. It would compromise the element of surprise, but ordinaries wouldn't be considering that sort of tactical advantage.  
  
"Hey," was the X5's only reply. He walked over to her, hoping to keep his sincerity. It was proving to be difficult.  
  
"What are you doing in here?" Max questioned, knowing exactly the reason but not wanting to admit it – even to her self.  
  
"Got lost looking for the bathroom." Alec said simply, finding it almost impossible to look into her eyes and not tell her the truth.  
  
"The bathroom's down the other hallway." Max said, hoping not to sound too depressed. He had lied right to her face. Well, come to think of it, so had she.  
  
"I can't help it; you've got me all turned around." Max rolled her eyes at the line, trying not to giggle or anything. A small smile betrayed her, and Alec leaned in and kissed her. Immediately she reacted, kissing him back with full out passion. *This might be our last kiss before I never see him again. *  
  
The thought forced Max- reluctantly- to back away from the seductive man. *I have to say this; he has to now before I miss my chance. *  
  
"I love you." Max whispered, letting all hell break loose. Immediately, she was hit with self-consciousness, doubt, worry and a million other emotions. Alec, in turn, was feeling the same. He was speechless and in a state of shock. Love was one of those emotions that wasn't really in the Manticore dictionary. Sure, he thought about it a lot; he saw those families smiling and wondered what it would be like to join them. Maybe even have a family of his own. But at last he was presented with the prospect of someone to love and he sure as hell couldn't have it. His mind raced with something, anything to say.  
  
"Your hands are shaking," Max said quietly, looking up at Alec with concern and confusion.  
  
"They are?" Alec was completely unaware of the fact. He looked down. Indeed, his hands displayed his nervousness and he struggled to control them.  
  
"Are you all right?" Max questioned. What had she done? She had gone and screwed things up again. But through all her blaming, she knew she had to say it. He had to know.  
  
"I'm always all right." Alec said simply, ignorant to the fact that he had just created his own slogan. When he looked into Rachel's eyes, he became aware of her guilt. He had to make it go away. He could never cause her guilt.  
  
"I'm just happy." Alec said both truthfully and half-heartedly. Max closed her eyes and let herself accept the fact that he wasn't returning phrase. He didn't love her. *It's okay. Who cares if you just poured your heart out to him and he doesn't care? It's fine. It's all right. It's always all right. *  
  
"I...I..." Alec started. *I love you. Just say it. * He could feel her disappointment; it radiated off of her in waves. He knew in his heart he loved her. But he couldn't form the words. He couldn't let himself realize she would be gone.  
  
"We should get to the lesson." Max said, trying to avoid the heartbreak.  
  
"Umm... yeah." And in that short instant, you could hear two hearts shattering as the pair walked up the steps to begin the lesson.  
  
*****************************************  
  
A/N: Sorry it's taken me forever to update. I've been too busy with Tripping Down Memory Lane. Thanks for sticking with me. More chapters will come soon! 


	8. 24 Hours of Planning

"494. You have to listen. You have to find the One, the one with the runes. You need to fulfill your destiny. Find her." Alec's brows knitted together at the silence on the other line. Well, he finally had the answer. The answer to all the mysterious calls. For the most part, anyways. So he had to find a woman who was 'the One,' whatever that meant, who has runes, whatever those are, and that would fulfill his destiny, whatever that may be. Maybe instead of an answer, the caller only filled him with questions. Who was that caller? Alec was frustrated enough with the only answer said guy gave, let alone wondering whom the guy was and why he cared.  
  
Just as the X5 had begun to sort out his thoughts, another ring of his cell phone presented itself to him.  
  
"Simon LeHane." Alec answered automatically.  
  
"494." The voice said calmly. _Not this guy again!   
_  
"Yes?" Alec drawled impatiently, hoping the man would give him any more information about this 'mission.'  
  
"The information on the disk you sent us was very enlightening. Good work." Lydecker's voice filled Alec's ear with toneless words, making him stand slightly straighter although not actually in his presence.  
  
"Thank you sir." 494 responded as a good little soldier, though he was no longer one at heart. _This was the last thing I wanted from this phone call, not to mention the last thing I expected.   
_  
"It seems that Berrisford knows a bit too much about what is going on here at Manticore. I'd like to send a message, to all our suppliers. Reports say that Berrisford takes Rachel to school each morning?"  
  
"Yes sir." _No. Not yet. Please not yet.   
_  
"Take them both out. That should send enough of a message." _No!!_  
  
"Permission to speak, sir?"  
  
"Yes, 494, permission granted."  
  
"I...I can take out Berrisford without the daughter, sir. It seems to me like that would be unnecessary..." Alec's mind was busy thinking of as many reasons to get out of hurting Rachel as possible. Even Mr. Berrisford wasn't too bad a guy. He loved Rachel, didn't he? _Good guy in my book.   
_  
"Are you trying to undermine me, 494?" Lydecker interrupted.  
  
"No sir, I just thought..."  
  
"You thought wrong. Goodbye, 494."  
  
And the clock started ticking. Alec now had only 24 hours to figure out what the mystery caller wanted before handing in his phone to Manticore, 24 hours to spend with Rachel and 24 hours to get out of hurting the amazing girl he fell in love with. He had 24 hours worth of planning starting.... now.

* * *

A/N: I know, I know. I broke my promise. And then I only gave you a short chapter after that. But boy does this one make you wonder. And this is just the beginning!  
  
A/N2: You hate me now, don't you? 


	9. Never Enough Time

Alec's fingers subconsciously played over the plans in front of him. He would have to kidnap Rachel and her father, and then tell Manticore they had left over night. _No... I can't kidnap Rachel. She'd be pissed at me, and I'd have a shit-load to explain... _

Like so many others, the planning paper was scrunched and thrown into the already overflowing trashcan. Alec sighed heavily as he placed his head in his hands. He was running out of time. He had to think of something. But what? _Okay, I'll have to explain it before we go anywhere, I suppose. I owe Rachel that much at least. All right, so I go in and talk to Rachel..._

Alec's eyes shifted over to the bomb equipment sitting on the table. It had been here when he arrived, sent from Manticore's little helpers. Alec wouldn't have been surprised if Manticore had been building elves for their benefit. _I have to make the bomb. If I don't use it, they'll know I've gone AWOL and come after all three of us... Maybe I could pretend that I died in the explosion...I can maybe cut off my barcode and...No, there'd have to be a body and everything. You know, for a good experienced soldier, I am terrible at this. Okay Alec, just start by making the bomb. _

* * *

Max couldn't sleep. She had this weird feeling. It was a feeling in her gut that something was wrong. Using her night vision, Max gracefully snuck out of bed to check on her father. _I mean, Mr. Berrisford. Why do I have to have everyone I get attached to leave or die? No, I'm going to save him. Mr. Berrisford will be fine. Alec will be fine. Everything is all right. It's always all right. _

Peering into the master bedroom, Max was only faced with an empty bed. Deciding not to get too worried, she slipped down the stairs silently and looked around. She grinned as she tiptoed into the kitchen, finding her father figure munching on the chocolate chip cookies that Anna, the cook, had made earlier.

"Want some milk to go with those?" Max asked curiously, smirking at Mr. Berrisford's habits.

"Rachel! You scared me. But you know, milk sounds wonderful." The older man shuffled, in his blue slippers, to the fridge and yanked the milk from its place. Max grabbed two glasses and centered them on the counter top.

"So, Daddy, what are you doing up?"

"I always get a bit thirsty when I'm stressed."

"Stressed? What are you stressed about?" Max's concern clouded her eyes.

"Oh nothing, nothing. But I've been thinking that maybe we should take a trip... to your grandmother's. She's getting old and I do believe she'd want to meet you. Besides, this whole Manticore thing is getting to me. I think an old man like myself can only take so much!" He grinned, as if the subject was as normal as school and business. Max's gut feeling wasn't getting any better.

"Well, I'm going to bed. Good night, Daddy. Don't stay up too late."

* * *

Alec's watch beeped in his ear, blaring a wake up call. Dazed, Alec opened his eyes to view the tiny machine's message. "7:00AM," it warned. 

"Shit! No... today can't be the day. Not today. I need more time! This can't be happening." Alec, whose head was previously lying next to the assembled bomb, scrambled to get dressed in full black attire. He hated it. He hated knowing what was coming. He hated knowing what could happen if he screwed this up. He hated who he was.

But Alec's heart sank as he realized no matter how hard he tried he couldn't change any of it.

* * *

A/N: Guys, I am so sorry I haven't updated. I've been bad, I know. But all the action's coming, so hang on! 


	10. A Hard Dose of Reality

Alec hid back behind the bushes. He brushed his blond hair back and contemplated his next move. Sadly, the only thing he could come up with (even with his soldier instincts) was to set the bomb as not to alert Manticore to his going AWOL. Before either of the Berrisfords could get into the car, he would set it off. But first, he had to explain.

Alec knew that there was a slim chance that this whole thing would work. Manticore always had some trick up their sleeves. But even so, Alec was aware he couldn't live with himself if she didn't know. If she never knew and Manticore just took her away, Alec's newfound soul would shrivel and die. If she didn't know, he would go crazy. She had to know he loved her.

Alec glanced at his watch as Mr. Berrisford exited the house and climbed into the car. _Shit! There has to be some way I can save him…but first I have to get to Rachel!_

Alec stealthily crept over into the house. He spotted Rachel on the staircase, gliding down gracefully as usual. He moved towards her, wanting so badly to reach out and hold her forever. But Rachel froze, stiffening at seeing him before her.

* * *

_Oh no. Not now. This is it. I don't want this to be it. This can't be happening! It can't be real. It's a dream. Max, that's all it is, a dream. He is not from Manticore and he is not about to kill you and your father. Really. _Max sighed, knowing that she was lying to herself. She smiled, a melancholy smile, her eyes softening and looking up at the man who she pretended she knew. The hazel eyes of the man who she dreamt of and wished for looked desperately back at her, pleading and confused.

"Alec." Max breathed his name, glancing down at the red carpeting beneath them, thinking how glorious it must be to be inanimate and have no cares, emotions or thoughts. They could just be. Max chuckled at the ludicrous question she was about to pose. No, more at the ludicrous façade she sustained. "What are you doing here?"

* * *

Alec studied her expression, perplexed at the lack of shock that her features displayed. It seemed as if she almost expected him. Well, she certainly wouldn't have expected his explanation. But just maybe she'd compassionate and still care about him, superhuman killer or not.

Well, maybe that was a bit of a stretch. But it wasn't his fault that he was born in a horrid government facility… _Where do I start? There's so much… too much…Should I tell her I have to save her? Do I tell her she means everything to me? Do I tell her that my everything means nothing at all in my world? Do I tell I'm supposed to kill her? Do I tell her I love her with all my heart or do I just tell her to leave and go away forever? _

"We don't have a lot of time." _That's not all…Oh, that's not all. _

"So this is it?" I hear her mutter under her breath. I have this funny feeling she knows I heard… _but I wish this wasn't it. It's happening too fast.

* * *

_

"Listen to me. You and your father have to leave town right now." Max's head was spinning. _So he's trying to protect us? God, he's really not one of them anymore. I so wish he had come with us in 09; he's not just a good little soldier. He deserves to be free. He's not turning us in. But oh god, he's gotta go back. What will they do to him there? Can't he go with us? I've been hiding long enough, he'll be okay. _

"Why? Why now, Alec?" Her brown orbs searched his face for clues on what to do or say next. Her brain was overloaded with questions and details, processing everything she could and methodically eliminating possibilities to get out with the two men she cared for.

"I'll cover for you. I'll tell 'em you left in the middle of the night. But you have to go. Now." Alec's urgent tone hit a nerve and Max felt all serenity in the situation leaving her. It was too much. All of the sadness and 'what ifs' had built up and overflowed like slow, wicked lava.

"Why. Now?" Max drew the question out, barely tolerating the blatant rebuffing of her questions. She needed to know. She needed to know if the worst was coming true, or if it was avoidable.

"Come with me." Alec turned. He turned away from her, the questions and the issues behind them. As a soldier, he was baffled. He couldn't believe that someone so well trained would turn his back on everything he knew, everything his soldier instincts were telling him. But his human side was screaming at him, telling him that his soldier instincts weren't a part of him anymore. His human side knew that this was right.


	11. Shreds of Sanity

"Good to see ya back, boo. Now Original Cindy wants all the details, ya hear? No leaving out anything." Cindy said with a smile, looking over to her boo. Max was finally back from her Eyes Only mission, and OC was determined to know what had her friend lookin' like the joy got all sucked outta her.

"I think I'll tell you at home, girl. Right now, I'm ready for a drink." Max sighed, leaning over to locate the bartender. The loud music of Crash vibrated through her ears, and she couldn't help but wear a melancholy smile at the familiarity of it all. She was finally back to her normal life without the glitz, the glamour, the money and the love. She had returned to work and her best friend, but her mind was still on replay, rewinding and reliving that morning over and over again.

She had woken up a few hours after the explosion and had been disoriented for a few minutes. Then people began to crowd around her, asking about her wellbeing and checking if she was hurt. The maids, the bodyguards and the cooks had all been worried and had called the hospital. The three workers that had arrived at the house asked about her condition and were shocked to find no broken bones. They insisted she come with them to keep an eye on her while they lifted her still unconscious 'father' into the van. For two days she had waited, watching different nurses come in and out, feeding her occasionally and reviewing her files. Finally she had the opportunity to ask for Dr. Carr, who made the questions go away. Max was still waiting on Mr. Berrisford to recover, looking at her beeper once and a while, hoping for good news.

"Ladies, can I offer either of you an adult beverage?" Sketchy slurred, clumsily breaking Max out of her thoughts. She was about to express her interests in such a drink when she smelled the poor guy's breath.

"No. And you might want to slow down yourself, wigga, cause you faded." Cindy commented, also aware of the stench of alcohol radiating off of the boy.

"So who's over there with Herbal?" Max asked, curious about the stranger. Was that yet another thing she had she missed while she was off on… business?

"That's Snuffy. He just got out of lock up. Him and Herbal used to be cellmates." Cindy filled in the blanks.

"Herbal did time?"

"He did a couple years in Avenol for slinging the herb. Miscarriage of justice." Sketchy added through his drunken haze.

"All respect to my soldiers on the wrong side of the wall." Max said, becoming gloomy. _The walls of jail and otherwise…_ Through her thoughts, she missed some of Herbal's introductions.

"….needing some employment just now. So you think maybe we can convince Normal to… help a brotha out?" Original Cindy nodded, and Max mirrored the movement.

"You know we will."

"Hey guys, check it!" Sketchy called, holding up his lighter. He took a drink, turned to the side and blew huge flames.

_The bright flames shimmered in her eyes, their heat grasping for flesh to take as prisoner. She narrowly escaped the explosion, the sound still ringing in her ears. She twisted, protecting the older man from the devilish hands of death that could tear through a life and rip it to shreds. The pair landed on the grass, Max looking back at the red hot waves that gently rocked the car like a wicked lullaby. Gently, she let her eyes close but kept all senses on the vehicle that had erupted in fire._

"Max? Max, did ya see that? I could do it again…" Sketchy said eagerly, already reaching for the previously stashed lighter. Max seemed to snap back to reality at this, snatching the celebrated device from his fingers. Clutching it tightly, she threw the offending plastic piece against the concrete floor, sealing its fate as her foot crushed it from above.

"Max! I had just bought that!" But Sketch's pleas barely registered into the conscience of the genetically enhanced female before him. All she had in reply was a sharp smack upside the head before heading towards the door.

"Okay, boo, I'll see you at home…" Original Cindy called meekly, wondering what could have possibly triggered that kind of response from her home girl.

* * *

Alec stood at attention. His eyes were front, his shoulders straight and his face was free of emotions. But inside there was turmoil. _Is Rachel okay? Why had there been no screaming, and no hatred in her eyes? Had she understood? Did she forgive me?_ They ran through his head like a broken record. It was what he thought about during training. It was what he thought about in the barracks. It was what he had thought about when they questioned him after the mission. They let him go, thinking he had just been continuing the façade when he yelled her name. They let him go, thinking that he properly answered to all their interrogation tactics. In truth, he was simply ignoring them. However, that is what one is taught to do in interrogation. So here he was, back from playing a part in the game of real life. But now he was only playing the good little soldier by keeping up his blinded act. The part he had played in Rachel's life, and the things he had felt, he knew that those were real. But now the poor soldier was confused about how his two realities fit together.

"494! Did you hear me?" The trainer stepped forward, challenging the X5.

"Sir, yes sir!" Alec's expression stayed bland. The trainer looked almost unconvinced.

"Then why aren't you at the mats like the rest of your unit?" The petite trainer was about a head shorter than that of the handsome X5, being far less intimidating than he had hoped.

Alec let himself crack and destroy his sharp, emotionless mold. He turned his head, looking the trainer straight in the eye and showing the smudge of warmth that was left. "Sorry sir," he mumbled before blurring off towards the training area.

The fashionably late blond alpha male sat down next to X5-588. "494," nudged the superhuman next to him, "the trainer called for you to spar." Nodding, Alec stood, approaching the mat. He vaguely recalled the trainer giving the 'go' and getting into position when his eyes focused on a head of wavy brown hair.

"Rachel?" Alec whispered to himself, the depths of his hazel orbs glazing over into oblivion.

A hand flew out in the direction of his face, knocking him hard off the ground. The sound of the fist connecting with his jaw echoed in his head, but only one through went flying through his mind. _Is that really her?_

The crowd behind him gasped, shocked at their CO from going down on the first hit. It was totally unlike him to let his guard down, ever for a second…

He blinked, opening his eyes and finally registering pain. He got to his feet, glancing at his stunned opponent before letting his eyes roam to where the brunette in question stood. When she finally turned, he found neither familiar grace in her features nor fire in her eyes. He found nothing at all, except pain. Biting pain in his jaw and a burning pain – in his heart.

* * *

A/N: Okay, okay, I haven't been writing. But there's two chapters for your reading pleasure. Now, I won't promise anything, but I'm thinking there just might be more updates coming soon... (perhaps reviewing would get your emotions out?) 


	12. I Can't Get No Satisfaction

Max found herself in another heat. It came on hard, pushing her with as much strength as twenty elephants shot from a cannon. She tried to hide, but the fevered thinking was winning out. Grabbing her bike, she sped out onto the road. There was almost no one out; Tuesdays weren't typically the hot night of the week. She silently thanked her body for picking a weekday.

However, that same body was determined to have her take back those thanks. Her body begged, pleaded and whined for a boy to take home. It pulled her towards Crash, her mind resisting and her foot increasing the speed. Throwing her helmet aside, Max entered Crash, scoping out a nice looking guy to fill her appetite, if possible. There was one cute honey is the shadows, staring unashamed. But then there was the blond at the bar who had those nice muscles… and the tall dark and mysterious man next to him. Ooh, they all looked so good… How could she choose just one?

Shadow man was the first to approach, and she looked into those intense hazel eyes that happened not to remind her of anyone. Without words, the man before her leaned down for a kiss. His lips touched hers, nice and soft, but hinting at so much more. It would have made her knees weak. She would have taken him home to see how much more those lips could do. However, instead of the warmth that usually grew when she began scratching the itch, all she felt was numb. It was like she had been detached, and something pulled the cord on her sexual hunger. But as soon as she pushed Shadow away, the hunger came back. Shadow had just been wrong for her.

She went over to the blond at the bar. He had clear, crisp blue eyes that stared at her with the same heat she was feeling. She leaned into him, touching his lips, seeking the growing warmth. The numbness took over. All she got from the situation was a moan of disappointment from Shadow. She didn't care. That was two random guys in a row that could have satisfied her, at least for a while, normally. What the hell was going on?

She took a chance with the third guy, next to the blond. It was the same. There was nothing. Max began running towards the exit. She closed her eyes, hoping when she opened them she would be in bed. She wasn't. She returned to her faithful bike, revving the engine and speeding off to the Needle.

Thinking back on the guys, she didn't see what was wrong. One had hazel eyes, one was blond and one was mysterious. Those were all traits she liked in a man. I mean, having them all in one would have been ideal, but how often can you find some… _Oh God._ It hit her like a brick. She knew what was wrong. None of them had been Alec.

* * *

Weeks later, Alec was still getting weird looks from taking a beating. He knew everyone in his unit – hell, everyone in the building – was astounded. But what could he say? _Oh, I fell in love at my last mission and I thought I saw her again. Sorry. _Yeah, right. They wouldn't take that well; he wasn't supposed to know what love was, forget feeling it.

It hadn't been worth it, ruining his image that day. There was a new trainer in the building. She was a woman. And a brunette with wavy hair. Oops. So now the whole camp thought he had it bad for the new trainer. The guys made cat calls when she was around, although seeing as they had cat in their DNA, the young woman couldn't tell. At least some of the guys had backed him up; "She is pretty hot," was something he heard often. There were even some "good luck"s sprinkled here and there. The innocent boy simply smirked at them, keeping up the pretenses that came with his reputation. He even threw in an "I don't need luck" to leave them all satisfied. And so his fellow X5's were. Satisfied, now that 494 was back. But buried not so far beneath the surface was Alec, hiding the lingering depression whenever he thought of his angel. The angel he destroyed.

* * *

A/N: Hey guys. Thanks for all your reviews! I have one question though: should I do a rewrite of the previous chapters? My writing has developed a LOT since then, so let me know if I should redo them. Thanks again guys! I love you. Lots.  



	13. Thinking of You

Max was hesitant to enter through the white plastic door. When she had gotten the call, the hospital hadn't given her any details as to his condition. What if he was all banged up? What if he had bruises all over his body, and he blamed Max for hurting him? What if he didn't call her his little girl anymore? She never really was his, anyway.

This is wrong. Max turned around, wishing she had never entered the sterile building that only brought her pain. As the brunette, caught up in her thoughts, walked towards the exit, she didn't notice another young woman walking into her. The pair collapsed on the cold linoleum.

"I'm really sorry, I should have been looking where I was-" The other petite brunette began before looking up into Max's eyes. The two started examining each other, seeing the same hair and familiar face on the other person's body. Sure, they were no twins, but the similarities were there.

"Rachel?" Max whispered, less surprised. Obviously, Rachel would want to see her father. If Max had an actual father, she'd want to see him too. The younger girl just nodded, unsure to why this stranger knew her name. Then comprehension set in, and the question melted from her features.

"Max?" After a nod of approval, Rachel continued. "Oh! I've heard so much about you! It's great to finally meet you. So, how is he?"

Max averted her eyes from the innocent your woman. "Umm… well, I haven't seen him yet…" After looking at Rachel's angelic questioning gaze, Max fessed up. "I don't like hospitals much."

"Max, come on." Although the other girl was smaller and younger, she managed to drag Max back to stand in front of the bleak white door. The door that Max knew would nag at her conscience if she didn't step through it. She sighed, and pressed her hand against the cold metal plate and ventured into the room.

The first thing Max noticed was how visibly different this was from other hospital rooms she had been in. This one had nice wallpaper, flowers and even a television that was running an Eyes Only hack. There was still the needed equipment showing, but other than that and the interesting choice of paper clothing, you'd guess it was a room at a pre-pulse Motel 6. Max felt less intimidated by this than the cold, sterile design of the halls and lobbies. Hell, those were warm and fuzzy compared to the operation rooms at Manticore. But money can get you anything you want, from a nice house to a nice hospital room to "nice" company. Money oozed the word nice, but now Max wanted more than that. She wanted loved, not nice. Some people had it right when they said money can't buy you love. But hey, it can buy you a nice substitute.

Max started wondering about her presence in Mr. Berrisford's life. Was she just a substitute daughter? Had she been tricked into thinking this was love? Had Eyes Only simply assisted this man for his connections and money? What had she gotten herself into? I don't belong here.

Before Max could once again attempt to leave, the older man turned at smiled at the pair of girls, saying, "Ah! My two beautiful daughters. How nice of you to visit me." Mr. Berrisford turned the other way, looking out the large window. "Excellent timing, too; it's just begun to snow."

Suddenly, a singular tear appeared on Max's cheek.

* * *

"Left! Left! Left, right, left!" The bulky, balding trainer barked at Alec's unit. They were being punished for a heat squabble in the cafeteria. X5-412 had forgotten to put herself into solitary, and some of her unit members… well, let's just say they weren't feeling too brotherly toward the leggy blond. So, here they were, out doing nighttime drills instead of eating dinner. Boy, was Alec pissed. He would have a nice little "talk" with 799 and 374. Too bad for them that Alec was especially hungry today.

"It's damn cold," mumbled 223, apparently also quite mad at the pair of males. Alec couldn't exactly disagree with her complaint. It wasn't like they hadn't been in worse weather, but the combination of no food and 2 degree weather certainly made for grumpy genetically-enhanced soldiers.

Then, as proof of the transgenic's words, sprinkles of snow began to cascade down from dark, heavy clouds. The white powder began to caress 494's face with cold. Suddenly, the CO froze.

_"You know, I always wanted to spin around and catch snowflakes on my tongue like in the movies."  
"Rachel, I'll spin around and catch snowflakes the next chance I get, okay?"  
"You promise?"  
"For you, yes." _

494 had begun to lag behind, standing still like he was paralyzed. He had been stationed at the end of the line to prevent straying from the group. No one expected the CO to leave his unit. It was thought that he didn't need to be looked after; he was supposed to be looking after others and could handle responsibility. But what happened when it all became too much?

"Left, left, left right left!"  
_"You promise?"_  
"AttenTION!"  
_"For you, yes."_

Alec slowly began to turn. He lifted his arms out straight on both sides. He tilted his head towards the heavens, watching the tiny white snowflakes tumble down. He started speeding up, twirling faster and faster in the thin blanket of white that covered the world. He could feel himself getting slightly dizzy, even with his genetics. Lastly, he stuck out his tongue, feeling the freezing flakes melt on contact. He smiled as he saw Rachel beaming down at him from above, her beautiful features magnified and placed among the stars. He felt his heart begin to warm, knowing somehow that she was thinking about him. Somehow, he knew she still loved him.

And even when the trainers began to tranquilize him, he kept on smiling.


	14. Pain and Suffering

Max heard her boots crunch in the newly settled snow. She had made a trail of bike marks and footprints, a bit like the line of dried tears that stuck to her cheeks. The snow had stopped before she'd left the hospital, but she couldn't stop herself from wishing for a second helping. The snow had always felt like tiny kisses on her skin – cold, wet, and soft. But the snow made her think of that one beautiful night where she had felt almost normal. _Normal and in love._

Max entered the dilapidated building, still pushing her midnight black Ninja beside her. She sighed, deciding she would clean up the watery puddles her boots were leaving some other time; she needed a nice, warm bath. Entering the apartment, she nodded her acknowledgement to OC and began getting out pots from the bottom left cabinet.

"They say the sun is God's smile, the rain is God's tears and the snow is God's dandruff. No wonder Original Cindy hates this weather. She can't stand cold or bad hygiene." Cindy looked over at her friend, who she noticed seemed even more dark and frustrated than usual. OC's brows furrowed, pondering just what could get her girl in even worse of a mood than usual.

"Okay, suga, spit it out for your boo. What's got you rotated?" This made Max's face droop so much she was surprised it stayed on. Her deep chocolate eyes seemed to be swirling with emotion, as if she'd put them on spin cycle. "It's ya boy again? Boo, tell Original Cindy all the details. She can try to work it out for you."

Max's lips twitched into a half-smile, her eyes finally dancing with something other than depression. For a while, she hadn't wanted to even think about the whole fiasco. But with the memories on the lighter side of things resurfacing, maybe it was time to let down the barbed wire defense system and wallow. Plus, she had managed to grab some chocolate down at a dingy, cheap store filled with tempting sugar products in South Market the other day. Finally, Max nodded in agreement, causing Cindy to grin wildly and go predatorily hunt down a box of tissues.

As Max licked her lips, feeling around in the cupboard for a flimsy plastic bag filled with legal stimulants, a visitor stood in the doorway of the patched up apartment. He stood in the shadows, using their cover as a tactical advantage, and they caressed the man's hard, unemotional features as his deep voice rang out through the now silent room.

"Looks like I caught you at a bad time." Original Cindy froze, letting the Kleenex in her hand drop to her fuzzy purple slippers at Zack's threatening form entering their personal space unannounced. He kept his guarded but comfortable look, chin tilted up in a 'go on, challenge me' kind of manner and arms crossed over his chest as he leaned his back against the unpainted wood. His eyes focused on his baby sister, who had stopped her fruitless search and was giving him her full attention.

"You want to go save Tinga or has something more urgent come up?"

* * *

"We've covered sectors one through nine AND everything south of Seneca. Should we try again?" Zakes sighed, trying to pull the overcoming feeling of failure from his mind. He needed those enhanced embryos and he needed that girl. He was just about to get out and take a much needed cool-down stroll around the apprehended Animal Control van they were so snugly stationed in when Lydecker casually spoke. He put on his game face, eyebrows lowering and nostrils flaring, knowing he could get the tired man to jump through hoop after flaming hoop if he wanted to, for that single embryo the African ached for.

"Let's start again with sector 5. She's got to be somewhere in this city."

* * *

Renfro gazed down through the thin shield of glass at the Psy-Ops subject with piqued interest. They'd never seen a case so random before. A sudden outburst to play in the snow? Where the hell would a soldier get that from? She couldn't help but be curious; plus if this was a defect, they'd have to work it out with therapy, drugs, re-indoctrination – the sooner she found out the problem, the sooner they treated it, the sooner she'd have another soldier at her finger tips. A good one at that.

"Well, it's not genetic. There's no damage to his brain, but a particular memory sequence pertaining to his last mission keeps occurring repeatedly." The doctor looked curious himself as to what her directions would be; she never ceased to surprise him. However, a scream of bloody murder interrupted his thoughts. Typically, he'd numb himself to it and continue on with the job at hand. X5-494 had begun to thrash against the metal restraints wildly, as if being physically attacked. Although it was also usual behavior for his line of work, Larry felt himself slightly flinching at the writhing movements. It was odd – his emotions had calloused over and there was no pain in working for Manticore any longer. But the soldier kept gasping, "I'm sorry… I'm so sorry…" Larry supposed that it hadn't really registered that these things could feel anything so deeply, not even the pain he was inflicting on them. For the first time in his Psy-Ops career, Dr. Larry Johnson wished he could stop.

"Stick him in solitary for a while. That should do it." Renfro had a smile on her lips. If it was this emotional for the boy, he'd do more harm to himself than any process she could send him through.

* * *

510 was starting to wonder what the hell was going on. First, 494 had come back from his mission depressed, not detached like he usually did. They all had to just toss out emotions like a single sock left in the dryer. Why wasn't 494 doing so? He'd been 510's C.O. and friend for a long while now, and 510 would be willing to say he knew his fellow soldier like the back of his hand. So what was so off? What caused 494 to crack?

510 couldn't get his mind off the memory of seeing his commanding officer twirling around with his tongue out to catch the falling snow, grinning like the happy school kid none of them had the chance to be. He'd looked pained, but it was as if the hurt stemmed from joy. 510 himself never knew too much about pure joy – or any real emotions for that matter. He found himself slightly jealous of his friend. But now that 494'd been thrown in solitary, Psy-Ops to boot, the brunette wondered if it was worth it. Were emotions worth all that pain and suffering?

For a minute, he really thought about it. Then he realized he'd give his ass and a bag of chips for a family. Someone that he could come home to, like Maggie had to John… only to find him missing. It had been a typical assassination, and 510 had carried it out flawlessly. Even though it'd just been yet another assignment, he'd felt some weird pulling in his heart at Maggie's frantic movements and eventually, tragic sobs. She hadn't held anything back. Did that feel freeing? Giving into emotion through all that hurt? Could letting in the good with the bad be a way to go?

510 began looking around at the passage that leads down to Manticore's weapons of soul destruction. The walls were standard military issue white, and they were as cold and sterile as any in the maze of the building. However, there was a strange sense of foreboding and an air of gloom that perpetually hung in the atmosphere. Finally, here was 494 exiting the dark hall that implied so many terrible things. 510 noticed how his C.O.'s eyes had no spark, his lips had no smirk, his shoulder drooped and there were bags under his eyes. He looked like his soul had died. _Maybe it has._ 494 seemed like a worn out rag doll that a kid had thrown aside. 510 knew that he wouldn't want to talk about it. No one ever did. But the question was urging him on, the words already on his tongue.

"Was it worth it?" 494 looked and finally saw his previous partner in crime. He blinked. His eyes wandered off to the side as a small sad smile formed on his face, the ghost of an expression never quite reaching his eyes.

"Yeah. It was."


	15. Tension

He could feel the tension in the room. The noise lowered to a hush, like maybe someone pressed the mute buttonMost of the nervous transgenics tried not to meet his imploring eyes. Ever 510 hung back a bit as Alec had entered the dining hall. _What the hell?_ He wasn't exactly the first X5 to go into Psy-Ops. Why was everyone making such a big deal over this?

Alec was not their CO, 494 – they could see it in his eyes. There was a man in the body of a soldier. He had emotions that he displayed in place of dominance. The green orbs that used to hold a consistent confidence now swirled with confusion and exhaustion. His back was no longer straight as a pin; his shoulders slumped slightly and he placed all his weight on one foot. Although his chin was down towards his chest, his eyes bore into anyone who began to whisper. He appeared… human.

All the soldiers looked on with curiosity that would make their DNA proud. There were whispers considering, was that subordination? Did that go against training? And why would the alpha male directly disobey orders? But the question dancing on everyone's mind was, "What could break an X5?"

Alec's eyes shifted over to 842, a good acquaintance who looked at his CO like a god. The boy himself was the youngest in the unit; he wasn't perfect like the others, but not enough of a genetic anomaly to throw away – sort of like another little experiment. He was mousy and thin, somewhat of Alec's physical opposite, but was friends with just about all X5s, just like the man he looked up to. 842 shifted uncomfortably, not meeting the frustrated gaze, examining his sandwich for answers on what to do in this predicament. He wanted to respect 494 like the worthy CO he was, or used to be… but if it was true that he was insane, would 494 no longer be alpha? And, for that matter, CO? The sandwich proved unhelpful.

"842," Alec spoke, both curious and tired, "could you please move over?" The younger boy, now slightly scared and most certainly wondering, 'why me?' finally let his eyes meet that of the more advanced transgenic's. The overhead lights reflected in them, as did a silent plea. The boy glanced away to look at X5-213, the CO of Unit 4. He had returned from his last mission with a broken arm, and he still held his position. 494 had come back with a broken heart. Why should he be any different?

842 nodded to his CO and moved over a seat; 494 still reigned supreme. The other members of his unit followed 842's example and bowed their heads in recognition of the alpha male. Finally, it seemed all the prying eyes shifted off his form and continued with regular business.

Alec no longer had much of an appetite, so after 510 had finished his meal, the pair left the mess hall. They made their way down the long, military issue white and grey hallways towards the barracks in a somewhat awkward silence. 510 looked over at Alec every few moments, opened his mouth as to say something amusing or comforting or at least something and finally shut it and looked back down at the floor. Along the way they ran into 116, one of the females particularly attracted to 494. So, naturally, she made a point of stopping to greet the duo.

"494! I'm so glad you're back. I was going to come see you later… maybe come check on you a bit. You need someone to take care of you now… hold you… comfort you… distract you…" The busty brunette batted her eyelashes in an obviously seductive fashion. "I find some… particular comforts best to keep your mind off this place." Her meaning was clearer than a see-through shirt. 510 looked at his buddy, whose expression begged for help. 494 had always been good with the ladies, but 510 took the hint, donned a grin, winked at his fellow soldier and took over.

"You know, 116, I could use some… distracting myself. And I think you do, too. In fact, I'd probably blow you away in 'distraction.' You'd never be able to think about this place again. I mean, there's a reason the ladies call me… Biggs." 510 proceeded to wiggle his eyebrows in a suggestive and, he hoped, seductive manner. He caught a look of subtle amusement in the blonde's eye and mentally patted himself on the back.

"Well I call you disgusting." 116 rolled her eyes and brushed a piece of silky brown hair behind her shoulder. 510 plastered a huge grin on his face.

"Disgustingly big!"

Alec snorted, and 116 decided that perhaps she should stay away from 510 for a while.

"Well… let me know if you change your mind. It could be just what you need." The woman then stomped down the hall in hopes of finding someone less… creepy. _You'll never be who I need… _

Once the two men were on their own again, both were unsure how to act.

"Thanks …Biggs." The man addressed looked at Alec strangely.

"You're not a lady…"

* * *

The deserted warehouse's musk mixed with the tension in the air to create a distinct atmosphere. The four X5s that had gathered around the table looked at each other, thoughts full of plans, tactics and probabilities. The concerned-looking man in his sixties seemed to be conflicted about remaining passive. He knew they never felt they could truly express their opinions in his presence; he had never encouraged having any. The middle-aged brunette stood farther from the action, eyebrows furrowed at being left out and confused. Finally, a young, frustrated blond took center stage. 

"This is crazy, Max. We've gotten this far by staying under the radar, blending in." Zack shook his head softly, wondering what had happened. Why hadn't he been a good enough brother to protect her from whatever the hell it was that made her so trusting? Never trust anyone - why didn't she remember that? But now good ol' Deck was in on it. Zack was still surprised he hadn't turned on them already. _Probably waiting for the right moment…_

"And always on the run, constantly looking over your shoulder. You said it yourself. They'll never stop looking for us. They'll hunt us down one by one until we're either dead or in a cage. There's no chance for happiness, a job, friends, somewhere to belong… someone to care about. No chance for even moments of weakness. We have to end this war." Max ended her speech looking directly at her cynical brother Zack. She knew that somewhere inside him, that's what he wanted. He cared about his 'family,' but what he wanted – what they all wanted – was a real one. Max had gotten close, and Manticore had interfered. She wanted revenge.

"Maybe you're right. But what about him? What reasons has he got to keep from betraying us?" Syl looked over at Lydecker, curious and accusing. She had never hated him as much as the others did. She excelled at her expertise, weapons and machinery, and was given small nods of encouragement from the boss. She wasn't dumb enough to trust him, of course, but she could be willing to.

"Maybe he's had an epiphany about what happened to Tinga… or maybe one of his bosses wants him dead."

Krit scoffed, "Take a number." Always one to play the rebel, Krit looked at their former commander with insubordination burning in his eyes. The brunette had always taken to Zack's feelings on things. The pair of men seemed set on icing out any power the older man formerly had on them. The determination was remarkable, but each was beginning to thaw.

"Either way, he's going to help us." Max gave a short look over to her rash brother. Maybe the guy was never a favorite, but when he's going to assist in taking down the facility that makes their lives hell… Krit could at least cut the guy some slack.

"I don't expect you to trust me," Lydecker broke in, "but remember what I taught you. The enemy of my enemy is my friend."

Zack's expression rose to a glare. He hated the hearing the word 'teach' come from such a man. What he did was discipline, corrupt and ruin innocent minds. The two ideas were light-years apart. "Shut up."

"I know that facility and its defensive capabilities like the back of my hand. I can get us inside." Donald Lydecker always knew when he had an advantage. He could feel the tension lessen, and the way none of them would meet his eyes was a dead giveaway. Syl was examining the weapons on the fold out table. Krit seemed to be fascinated with the dull gray of the unswept floor and the few shadows that danced over its surface. Zack looked to the side at the chipping paint on the handrail while Max looked at her fellow soldiers with a question in her eyes.

"Then what? There are only four of us. What kind of damage can we do?" Syl finally looked into the slightly warming eyes of their former commander. He saw in her question a sign of wavering hope. They could do it, but what was he asking?

"You take out the DNA lab. Destroy their ability to develop a new generation of soldiers." A look of 'so what?' came over Logan's face. Standing silently through the conversation, the older man tried to help all he could. The fact that he had no military training was overlooked by the cyber-hero. He didn't see how stopping production meant stopping the search for run-aways.

"And what's to keep our enemy...or the enemy of our enemy from starting over?" Zack seemed to have gained back some of his skepticism. Using his ice cold glare, he interrogated the older man with his eyes.

"You remember when you kids escaped? They almost shut the place down. That's nothing compared to what will happen if we can take out the lab. There'll be a war of finger-pointing, funding will disappear and Manticore...will cease to exist." Lydecker simply stared back at Zack, not backing down. To the other X's it looked like a battle for dominance, but in reality it was a battle for trust.

Finally, Zack looked down and sighed. Noting the hesitant acceptance, Krit injected, "It's worth a shot." A silence spread over the room. Lydecker had squeezed himself back into their lives.


	16. Back in the Saddle Again

Max awoke with a pounding headache.

_A small version of herself crept out of the shadows of the forest, eying her. She felt a pull in her heart – both emotionally and physically as she fell to the ground..._

Her heart sinks again as she recognizes the dull gray ceilings above her. _Manticore._

Max frantically pulls away, finding herself yanking at restraints. Her heart starts to pound. _Can I escape again? Are they still out there? Did they capture all of us?_

"Careful. You'll pull a stitch." A cold voice interjects. Renfro smiles. The ice in her heart shows.

"Where am I?" Max asks, hoping, pleading it's not...

"I think you know." _Damn it._

Max steadies herself, and her glare. "You won't win. I'll never be one of them again." _I already have a place I belong – with my families._

Almost frightened, Max flinches as Renfro places the cold stethoscope against the X5's chest.

"Listen to that. That's strong, isn't it? That is the heart of a soldier. A leader. A martyr." The ice blond's smirk taunts.

"Turn it off." Max orders. _No, no, no_.

She slowly makes her way around Max's bed. "He was quite a man, your brother Zack. He must've loved you very much...to make this sacrifice."

A tear wells up in the brunette's eye. All that goes through her head is pure, fiery hatred. Another love, another family, stolen.

"He was quite a man, your brother Zack. He must've loved you very much...to make this sacrifice."

_Zack!_ Max sobbed in between thumps of what was left of her first leader. Her first brother. Her first family.

"494!"

His designation woke him from his trance. He... was being called for a mission? Was he deemed passable by his freak creators? Was the solitary he had endured, the hundreds of tests administered for his misdemeanor finally enough? Was he really in the clear?

The 400 X5 males called were the ones still at the base. And from the sheer size of the group, there was no way Alec was getting out of here any time soon. _Damn._

A trainer paced in front of the pack of males. It was almost as if he was trying to choose his words carefully, concentrating on the task at hand.

"Soldiers – As you know, the DNA labs were taken out in the security breach. Manticore was engineering further advancements in the X generations, but those projects are no longer viable without the already manipulated codes. Therefore, copulation will be instated to produce the sufficient embryos."

Their new mission... was to have sex?

Behind the stone-cold faces of the X5 males, some hid smirks, some hid glee, and some hid fear. X5 females were a testy bunch. But they could all follow orders.

_Just following orders..._ Alec smirked a little on the outside, too. The ladies-man image he'd fabricated to hid his slip up with the brunette trainer had invaded his personality. Thankfully, that indicated that he still had one.

"Copulation will begin in two weeks. You will be sent to the females' individual cells at 2200 hours. This is an order. Manticore insists that you treat this mission with the same discipline as any other. You will copulate with the female until she becomes pregnant. Rooms will be designated in two weeks; some females are returning from missions." A quick solute, and the males marched out of the room.

510 stood against the concrete, slouching as much as his soldier training would allow, waiting for Alec.

"So, Biggs, ready to have your nickname crushed?"


	17. Cell Block Tango, Part 1

Max kept filing the concrete block underneath her bed. She was three-quarters of the way through; getting outside this cold prison was the only thought that kept her sane.

The sound of gears made Max frantically put back her small cot. She jumped on top, but didn't bother closing her eyes. The guards were aware of her shark DNA.

She sighed, hoping it was Jeremy and not Rob coming to pester her about something -- Jeremy had a soft spot for the cute X5s. He gave her some space so she didn't have to take all the pills they dished out. She could easily identify the ones that helped her heal (her stitches were gone two weeks ago, but they left a scar) and the ones that just screwed with her. Rob had been useful once -- between calling her a bitch and pointing his gun at her, he had mentioned that one of the pills got rid of the seizures. She took that one, too.

Her cell door opened... Where was she supposed to be going?

Instead, a large male figure stepped in.

********

Alec smirked as he waited for the door to open. _I'm finally willing to be a good little soldier..._

Her brunette tresses flowed down her back as she sat up, studying him. Her petite features were etched in his mind, though the camo she now wore was a complete opposite of the delicate pieces he had in his mind. _Rachel?_

Alec shook his head, closed his eyes, and demanded that he wake up. He knew this assignment would be difficult, since he pictured Rachel everywhere, but this daydream was too real for his own good.

Opening his eyes, the same face remained. "Rachel?" he whispered almost silently.

He saw a tear well up in her eye. "Alec?"

Suddenly, he grabbed her out of her cot and kissed her, uncaring if this was reality or the sick fantasy that he'd wanted this mission to be. Her lips were softer than he remembered. His hand ran through her long, straighter hair. Her waist was just as small. She was exactly the same size.

He broke their kiss only to tear off his shirt. He could feel her swallow hard, and he grinned between her lips. He kissed the soft, olive skin of her cheek down to her neck. "Rachel," he whispered between kisses.

Nestled into her neck, he saw it. Her barcode. X5-452.

He stopped suddenly. He pulled apart to look up at her face. It was still Rachel.

His face wrinkled into a confused frown. "What... Who... Who are you?"


	18. Cell Block Tango, Part 2

"R... Rachel?" He questioned again. She noted his consistent vulnerability; he really had changed. She looked over the hard angles of his face, the fear and confusion in his eyes, and his rigid posture.

After shyly looking away for a moment, she quietly said, "It's Max, actually."

His heart sank. He looked at his combat boots. His expression hardened, returning to more of a soldier's stare. His confusion remained, plaguing him. He looked up with questioning, angry eyes.

"Alec," she breathed, reaching her tanned hand towards his. He flinched.

"Who told you to call me that?" he demanded. If Biggs was playing a joke on him, he swore to God...

Max smiled softly. "I did. I gave you that name, remember?"

_No. This wasn't possible. He'd killed her. She was gone. This '09-er was trying to psych him out. But her voice was so warm and familiar, just like her kiss..._

He sat in stony silence. She mentally compared him to a beautiful marble statue, fraught with anguish. His strong jaw protruded slightly, giving away his anger. The intensity almost made her afraid.

"Maybe I should start over. My name's Max, designation X5-452. I'm an '09-er. I've been living in Seattle for a few years now, despite my CO's wishes." He didn't move as he took in her words. She was one of them. _But is that good or bad?_

_He had revealed the fact that she was a job. She knew his secret. Had she told anyone? Maybe she was just a plant by Manticore – take the girl, tattoo on a barcode, give her a convincing story to bring down a soldier and prove he needed even more reindoctrination..._

"I started working with Eyes Only after I broke into his pent house." She laughed a little to herself. He found it pleasant. Damn it.

"He sent me to protect Mr. Berrisford, who he knew was in danger because of Manticore. And me being an X5, well... I guess the job just suited me. I went in to neutralize the threat, to protect a man. But I found myself surrounded by two men I began to love."

_Two?_

"First, Mr. Berrisford became like a father to me. And, as you know, our kind hasn't really been exposed to many parental figures. He cared for me when his real daughter was away. Part of me felt like I was just a replacement, but... but I felt loved in any case." She became quiet for a second.

"Then you showed up. I knew it was you from the start. I was in a unit with your twin, Ben." Her eyes trailed towards the floor, and she almost gave one short laugh. "I guess you knew that too."

"They did hundreds of tests on us twins, trying to make sure the defect wasn't genetic. Putting us through agony to make sure we weren't like you. Messing with our bodies and heads to check that we were good little soldiers. It was torture." He realized that he trusted her, even though he didn't mean to. _Maybe she's psy-ops._

"Oh." Studying the concrete floor took the place of telling her story. After another minute she whispered, "I'm sorry. .... We didn't know...."

"Yeah, well, that's when we learned we had twins. There was no reason for you to know." _Why are you comforting her? You don't know her motives, if she's a plant, if she's nuts, if she's nice... They almost killed you because of her and her stupid 'family.' _

"Though you should have known they would put us through hell after you escaped," he snarled.

"I already thought it was," she said softly, hugging her knees to her chest.

Silence.

"So yeah, I knew about my twin," he grunted, giving into her apologetic, awkward quiet.

After another few uncomfortable minutes, she turned to him. "I can't believe it's you," she whispered.

"I still don't," he muttered under his breath.

"After you took me to prom? After I told you I loved you? Alec, I know it's hard to trust me, because I'm not who you thought... but at the same time, I am. I didn't change my personality. I... I didn't mean to fall for you. Hell, I knew you were basically going to kill me and I fell for you anyway! I never meant to lie to you, or hurt you.... I just wanted to pretend for a while. I wanted to be that normal girl with a normal boyfriend and a normal life. You have to understand that, don't you?"

She tried to touch his hand again. He didn't move away.

"I loved you as Rachel. But... I still love you as Max. As X5-452. No matter what you've done." Her hand trailed up his arm. He turned to face her.

"Did... Did you love me, Alec?" she asked, completely vulnerable for the first time since he'd left.

He nodded.

A small smile crept across her face.

"Max," he said, as if trying it out. He guessed it fit her. It wasn't as picturesque and soft as 'Rachel,' but in reality, neither was she. "Max." The second time it felt nicer on his lips as he tied it to the woman he'd been dreaming about over the last months.

She nodded, encouraging him, loving the way he said it. She scooted closer to him.

"Max," he said as their lips touched. He still felt shaken and confused. He felt happy but weary, elated but horrified, comforted but scared. He wasn't sure if he was okay with all this. But he needed a release. And hey, he was supposed to follow orders.

A/N: I'm not sure if I should finish it there or not....


End file.
